0001209191-20-027112.txt : 20200505
0001209191-20-027112.hdr.sgml : 20200505
20200505162203
ACCESSION NUMBER: 0001209191-20-027112
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200501
FILED AS OF DATE: 20200505
DATE AS OF CHANGE: 20200505
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lustgarten Andrew
CENTRAL INDEX KEY: 0001725601
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39245
FILM NUMBER: 20849202
MAIL ADDRESS:
STREET 1: TWO PENN PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Madison Square Garden Entertainment Corp.
CENTRAL INDEX KEY: 0001795250
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: TWO PENNSYLVANIA PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
BUSINESS PHONE: (212) 465-6000
MAIL ADDRESS:
STREET 1: TWO PENNSYLVANIA PLAZA
CITY: NEW YORK
STATE: NY
ZIP: 10121
FORMER COMPANY:
FORMER CONFORMED NAME: MSG ENTERTAINMENT SPINCO, INC.
DATE OF NAME CHANGE: 20191126
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-05-01
0
0001795250
Madison Square Garden Entertainment Corp.
MSGE
0001725601
Lustgarten Andrew
TWO PENNSYLVANIA PLAZA
NEW YORK
NY
10121
0
1
0
0
President
Options (Right to Purchase
64.36
2020-05-01
5
J
0
E
93826
0.00
A
2027-12-15
Class A Common Stock
93826
93826
D
In connection with the Distribution (as defined below), all outstanding options (each, an "original MSGS option") held by the Reporting Person to purchase shares of Class A Common Stock of Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company and referred to herein as "MSGS") were adjusted pursuant to the anti-dilution provisions of the MSGS 2015 Employee Stock Plan such that the Reporting Person received one option to purchase shares of Class A Common Stock of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc. and referred to herein as "MSGE") for each original MSGS option held at the time of the Distribution.
The exercise price was determined by allocating the exercise price for the original MSGS option under the MSGS 2015 Employee Stock Plan between the original MSGS and the newly granted MSGE option based upon the volume weighted average prices of the MSGS Class A Common Stock and the MSGE Class A Common Stock over the ten trading days immediately following the distribution by MSGS of all of the outstanding common stock of MSGE to its stockholders (the "Distribution") in a transaction exempt under Rules 16a-9 and 16b-3. Such adjustments were designed to preserve the value associated with the original MSGS option prior to the Distribution.
Represents options to purchase Class A Common Stock received by the Reporting Person in connection with the Distribution, and granted pursuant to the MSGE 2020 Employee Stock Plan, in a transaction exempt under Rules 16a-9 and 16b-3.
Pursuant to the terms of the Reporting Person's original MSGS options award dated December 15, 2017, two-thirds of the MSGE award vested and was fully exercisable as of the date of this filing, and the remaining one-third of the MSGE award will vest on December 15, 2020.
/s/ Emma Y. Barnett, Attorney-in-Fact for Andrew Lustgarten
2020-05-04